NOTICE OF ANNUAL & SPECIAL GENERAL MEETING
OF
BLUE DESERT MINING INC.
TAKE NOTICE that the Annual & Special General Meeting of the Shareholders of BLUE DESERT MINING INC. (hereinafter called the "Company"), will be held at 1710-1177 West Hastings Street, in the City of Vancouver, in the Province of British Columbia, on Friday, December 18, 1998 at the hour of 10:00 a.m. (local time) for the purpose of considering and acting upon the following:
1. Receiving and considering the Report to Shareholders from
the Board of Directors.
2. Receiving and considering the Financial Statements of the Company and the Auditors' Report thereon.
3. Electing Directors for the ensuing year.
4. Appointing Auditors for the ensuing year.
5. Approving Share Options.
6. Approval of Special Resolutions to consolidate the Company's common shares, if deemed by the directors to be necessary in the future, on a basis of up to one (1) new for three (3) old, and if approved to increase the authorized capital to 100,000,000 common shares without par value, and to authorize the directors to determine, in their discretion, the actual consolidation ratio and the time to implement such Special Resolutions, if at all;
7. Approval of a Special Resolution to change the name of the Company, if required as a result of the proposed share consolidation.
8. Approval of the adoption of an escrow agreement acceptable to the Vancouver Stock Exchange in substitution for the existing escrow agreement in effect under Alberta rules.
9. Approval of the issuance of additional escrow shares in accordance with the applicable stock exchange policies, provided that the proposed share consolidation is completed.
10. Approval of potential private placement financings which may involve the issuance of shares in excess of 20% of the outstanding shares of the Company being held by one placee or a group of placees acting in concert, or which may constitute a change in the effective control of the Company.
11. Ratification of a private placement of securities completed on July 9, 1998, whereby Related Parties acquired 518,000 Units at a price of $0.18 per Unit.
12. Transacting such other business as may properly come before the meeting or any adjournment thereof.
Shareholders who are unable to attend the Meeting in person are requested to date and sign the enclosed form of instruction of Proxy and to return it to The Montreal Trust Company of Canada, 600, 530 - 8th Avenue, SW, Calgary, Alberta, T2P 3S8, not less than 48 hours (exclusive of Saturdays and Holidays) before the Meeting on Friday December 18, 1998.
DATED at Vancouver, British Columbia, this 12th day of November, 1998.
BY ORDER OF THE BOARD |
